-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J8GvEXuQviLREG4FYusr+kMdTRNS8/h4oxmqEVRCYGmnQ/W3NDawNuKFEmNQY5PJ x2SlWGMxaZPG8H5sZoDaSA== 0001010192-97-000002.txt : 19970124 0001010192-97-000002.hdr.sgml : 19970124 ACCESSION NUMBER: 0001010192-97-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970123 SROS: NASD GROUP MEMBERS: BANCBOSTON INVESTMENTS INC. GROUP MEMBERS: BARRY BAKER GROUP MEMBERS: BETTER COMMUNICATIONS, INC. GROUP MEMBERS: BOSTON VENTURES LIMITED PARTNERSHIP IV GROUP MEMBERS: BOSTON VENTURES LIMITED PARTNERSHIP IVA GROUP MEMBERS: RIVER CITY BROADCASTING L P GROUP MEMBERS: RIVER CITY BROADCASTING, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SINCLAIR BROADCAST GROUP INC CENTRAL INDEX KEY: 0000912752 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 521494660 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44309 FILM NUMBER: 97509665 BUSINESS ADDRESS: STREET 1: 2000 WEST 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 BUSINESS PHONE: 4104675005 MAIL ADDRESS: STREET 1: 2000 W 41ST ST CITY: BALTIMORE STATE: MD ZIP: 21211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RIVER CITY BROADCASTING L P CENTRAL INDEX KEY: 0000904676 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 742446862 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1215 COLE STREET CITY: ST LOUIS STATE: MO ZIP: 63106 BUSINESS PHONE: 8173908500 FORMER COMPANY: FORMER CONFORMED NAME: CONTINENTAL BROADCASTING LTD DATE OF NAME CHANGE: 19930514 SC 13D/A 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1 )* ----- Sinclair Broadcast Group, Inc. ------------------------------------- (Name of Issuer) Class A Common Stock, $0.01 par value per share -------------------------------------------------------------- (Title of Class of Securities) 829266 10 9 ----------------- (CUSIP Number) Barry Baker River City Broadcasting, L.P. 1215 Cole Street, St. Louis, Missouri 63106 ------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 1, 1997 ------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - - ----------------------------- --------------------- CUSIP NO. 829266 10 9 - - ----------------------------- --------------------- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF River City Broadcasting, L.P. ABOVE PERSON - - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [ ] ----- (b) [X] ------ - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 6 - - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 - 0 - OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 - 0 - - - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 - 0 - - - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 0% - - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* PN 14 - - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - - ----------------------------- --------------------- CUSIP NO. 829266 10 9 - - ----------------------------- --------------------- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF Better Communications, Inc. ABOVE PERSON - - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [ ] ----- - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 6 - - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,806,394 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,806,394 - - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 490,393 - - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 Approximately 6.88% - - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* CO 14 - - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - - ----------------------------- --------------------- CUSIP NO. 829266 10 9 - - ----------------------------- --------------------- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF Barry Baker ABOVE PERSON - - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [ ] ----- - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION U.S. 6 - - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 691,218 NUMBER OF SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,806,394 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 691,218 REPORTING PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,806,394 - - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,443,487 - - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 Approximately 17.87% - - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* IN 14 - - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - - ----------------------------- --------------------- CUSIP NO. 829266 10 9 - - ----------------------------- --------------------- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF BancBoston Investments, Inc. ABOVE PERSON - - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [ ] ----- - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION Massachusetts 6 - - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,806,394 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,806,394 - - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 546,673 - - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 7.61% - - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* CO 14 - - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - - ----------------------------- --------------------- CUSIP NO. 829266 10 9 - - ----------------------------- --------------------- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF Boston Ventures Limited ABOVE PERSON Partnership IV - - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [ ] ----- - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 6 - - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,806,394 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,806,394 - - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 922,910 - - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 12.22% - - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* PN 14 - - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D - - ----------------------------- --------------------- CUSIP NO. 829266 10 9 - - ----------------------------- --------------------- - - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO OF Boston Ventures Limited ABOVE PERSON Partnership IVA - - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [X] ----- (b) [ ] ----- - - ------------------------------------------------------------------------------ SEC USE ONLY 3 - - ------------------------------------------------------------------------------ SOURCE OF FUNDS* OO (See Item 3) 4 - - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) ____ Not Applicable - - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 6 - - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF - 0 - SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 2,806,394 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING - 0 - PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 2,806,394 - - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 519,073 - - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 X ---- - - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 7.26% - - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* PN 14 - - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. ITEM 1. SECURITY AND ISSUER See joint Statement on Schedule 13D, as previously filed. This Amendment 1 to the joint Statement on Schedule 13D, filed June 21, 1996, is filed with respect to the Class A Common Stock, par value $0.01 per share ("SBG COMMON STOCK") of Sinclair Broadcast Group, Inc., a Maryland corporation (the "COMPANY" or "SBG"). The Company's principal executive offices are located at 2000 W. 41st Street, Baltimore, Maryland 21211. The purpose of this Amendment 1 is to report the distribution to the partners of River City Broadcasting, L.P. ("RCB") of 1,150,000 shares of SBG's Series B Convertible Preferred Stock (the "CONVERTIBLE PREFERRED STOCK") that were held by RCB and beneficially owned by the Partnership Group (as defined below). ITEM 2. IDENTITY AND BACKGROUND See joint Statement on Schedule 13D, as previously filed. The persons filing this Amendment 1 are RCB, Better Communications, Inc. ("BCI"), Barry Baker ("BAKER"), Boston Ventures Limited Partnership IV, Boston Ventures Limited Partnership IVA (together with Boston Ventures Limited Partnership IV, "BOSTON VENTURES") and BancBoston Investments, Inc. ("BANCBOSTON") and, together with RCB, BCI, Baker and Boston Ventures, the "FILING PARTIES"). The information required to be set forth in this Item 2 regarding the Filing Parties is set forth on Schedule I hereto. BCI, Baker, Boston Ventures, BancBoston and Pyramid Ventures, Inc. ("PYRAMID") are parties to a Consent Agreement (the "CONSENT AGREEMENT") with certain of the other limited partners of RCB that governs the disposition and voting by the parties thereto of their shares of SBG Common Stock. (See Item 6) As such, BCI, Baker, Boston Ventures, BancBoston and Pyramid are part of a group that also includes Larry D. Marcus, Marcus Investments, L.P. and BancBoston Capital, Inc. (the "PARTNERSHIP GROUP"). The information required to be set forth in this Item 2 regarding the members of the Partnership Group is set forth on Schedule II hereto. Baker and Boston Ventures are parties to a Voting Agreement (the "VOTING AGREEMENT") with David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (collectively, the "SBG STOCKHOLDERS") and, together with Baker and Boston Ventures, (the "VOTING GROUP") that governs the voting by the SBG Stock- holders of their shares of SBG Common Stock in certain situations. (See Item 3) The information required to be set forth in this Item 2 regarding the members of the Voting Group is set forth on Schedule III hereto. During the last five years, none of the Filing Parties, and to the best knowledge of the Filing Parties, none of the other members of the Partnership Group, the other members of the Voting Group or any of their respective executive officers or directors have been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). During the last five years, none of the Filing Parties, and to the best knowledge of the persons filing this Statement, none of the members of the Partnership Group, the members of the Voting Group or any of their respective executive officers or directors have been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which it, he or she was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Notwithstanding the foregoing, affiliates of Pyramid that beneficially own shares of SBG Common Stock have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as the result of which such affiliates were or are subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. To the best knowledge of the Filing Parties, unless otherwise indicated, all of the individuals listed in Schedules I, II and III are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION See joint Statement on Schedule 13D, as previously filed. On November 15, 1996 and January 1, 1997, RCB distributed a total of 1,150,000 shares of Convertible Preferred Stock, convertible into 4,181,818 shares of SBG Common Stock, that were acquired by RCB from SBG pursuant to the Restated Asset Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of April 10, 1996, as amended and restated as of May 31, 1996, by and between RCB and SBG, as assigned to and assumed by certain wholly owned subsidiaries of SBG, to its partners in accordance with the partnership agreement of RCB. As a result, RCB no longer has a direct or indirect beneficial ownership interest in any shares of SBG Common Stock. ITEM 4. PURPOSE OF TRANSACTION See joint Statement on Schedule 13D, as previously filed. The purpose of the transaction for which this Amendment 1 relates was to distribute the shares of Convertible Preferred Stock to the partners of RCB. The Filing Parties (excluding RCB) hold shares of Convertible Preferred Stock (convertible into shares of SBG Common Stock) for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) See joint Statement on Schedule 13D, as previously filed. RCB has distributed 1,150,000 shares of Convertible Preferred Stock as described in Item 3. As a result, RCB no longer has a direct or indirect beneficial ownership interest in any shares of SBG Common Stock. (b) See joint Statement on Schedule 13D, as previously filed. As a result of the distribution by RCB, BCI received shares of Convertible Preferred Stock that are convertible into 490,393 shares of SBG Common Stock, which, when issued, will represent approximately 6.88% of the issued and outstanding shares of SBG Common Stock. Baker, as the controlling stockholder of BCI, may be deemed to have a beneficial ownership interest in the 490,393 shares of SBG Common Stock issuable to BCI. As previously reported, Baker, as an individual, has the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of 691,218 shares of SBG Common Stock that he has the right to acquire and beneficially own through the vested Baker Stock Options (as defined in the joint Statement on Schedule 13D, as previously filed). As a result of the distribution by RCB, Baker, as an individual, received shares of Convertible Preferred Stock that are convertible into 261,868 shares of SBG Common Stock which, when issued, will represent approximately 3.8% of the issued and outstanding SBG Common Stock. Therefore, Baker, as an individual, may be deemed to have a beneficial ownership interest in a total of 953,094 shares of SBG Common Stock, which, when issued, will represent approximately 12.56% of the issued and outstanding SBG Common Stock. Taken together with the shares issuable to BCI, Baker may be deemed to have a beneficial ownership interest in 1,443,487 shares of SBG Common Stock, which, when issued, will represent approximately 17.87% of the issued and outstanding SBG Common Stock. As a result of the distribution by RCB, BancBoston received shares of Convertible Preferred Stock that are convertible into 546,673 shares of SBG Common Stock, which, when issued, will represent approximately 7.61% of the issued and outstanding SBG Common Stock. As a result of the distribution by RCB, Boston Ventures, considered together, received shares of Convertible Preferred Stock that are convertible into 1,441,983 shares of SBG Common Stock, which, when issued, will represent approximately 17.86% of the issued and outstanding SBG Common Stock. Each Filing Party that is a member of the Partnership Group, by virtue of provisions regarding disposition and voting of shares contained in the Consent Agreement, may be deemed to be a beneficial owner of all of the shares of Convertible Preferred Stock that were issued to members of the Partnership Group and are convertible into 2,806,394 shares of SBG Common Stock which, when issued, will represent approximately 29.73% of the issued and outstanding SBG Common Stock. Each Filing Party that is a member of the Partnership Group disclaims beneficial ownership of shares of SBG Common Stock issuable upon conversion of shares of Convertible Preferred Stock held by other members of the Partnership Group. To the best knowledge of the Filing Parties, the SBG Stockholders are the beneficial owners of 5,600 shares of SBG Common Stock, representing .08% of the issued and outstanding shares of SBG Common Stock, and, to the best knowledge of the Filing Parties, the SBG Stockholders are the beneficial owners of 28,476,981 shares of the Class B Common Stock of SBG, which are convertible at the holder's option into 28,476,981 shares of SBG Common Stock. To the best knowledge of the Filing Parties, on a fully diluted basis, the SBG Stockholders are the beneficial owners of 28,482,581 shares of SBG Common Stock, which, when issued, will represent approximately 81.13% of the issued and outstanding shares of SBG Common Stock. Beneficial ownership by Baker of the 1,443,487 shares of SBG Common Stock referred to herein may be attributed to the members of the Voting Group that directly or indirectly own shares of SBG Common Stock. Beneficial ownership by Boston Ventures of the 1,441,983 shares of SBG Common Stock referred to herein may be attributed to the members of the Voting Group that directly or indirectly own shares of SBG Common Stock. Beneficial ownership by the SBG Stockholders of the 28,482,581 shares of SBG Common Stock referred to herein may be attributed to the members of the Voting Group that directly or indirectly own shares of SBG Common Stock. The Filing Parties that are members of the Voting Group, by virtue of their membership in the Voting Group, may be deemed to have beneficial ownership of the 30,872,058 shares of SBG Common Stock that are issued or issuable to Baker, Boston Ventures and the SBG Stockholders, which, as and when issued, will represent approximately 82.32% of the issued and outstanding SBG Common Stock. Except as set forth herein, each Filing Party that is a member of the Voting Group also disclaims the power to vote or direct the vote, and disclaims the power to dispose or to direct the disposition of, the shares of SBG Common Stock owned by the other members of the Voting Group. Except for 691,218 shares of SBG Common Stock subject to the Baker Stock Options, 16,367 shares of SBG Common Stock issuable to Larry D. Marcus, 49,102 shares of SBG Common Stock issuable to Marcus Investments, L.P. and 28,482,581 shares of SBG Common Stock beneficially owned by the SBG Stockholders, the number of shares set forth above as beneficially owned by the Filing Parties does not include any shares beneficially owned by any person listed on Schedule I, II or III hereto for his or her personal investment account. The Filing Parties expressly disclaim beneficial ownership of all such shares (if any) owned by all such persons. Except as may be set forth in Item 6, the Filing Parties are not a party to any agreement or arrangement of any kind with respect to the acquisition, holding, voting or disposition of any shares of SBG Common Stock or any shares of SBG Common Stock that they beneficially own. (c) See joint Statement on Schedule 13D, as previously filed. Except for the distribution described in Item 3, and except as set forth above, to the best knowledge of the persons filing this Statement on Schedule 13D, no transactions in SBG Common Stock were effected by any of the Filing Parties, any of the members of the Partnership Group, any of the members of the Voting Group or any of their respective executive officers or directors during the past sixty days in open-market transactions. (d) Not applicable. (e) The date on which RCB ceased to be beneficial owner of more than five percent of the class of securities reported herein was January 1, 1997. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No material change - see joint Statement on Schedule 13D, as previously filed. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7.01 Voting Agreement (incorporated by reference to the joint State ment on Schedule 13D dated May 31, 1996 and filed on June 21, 1996) Exhibit 7.02 Consent Agreement (incorporated by reference to the joint Statement on Schedule 13D dated May 31, 1996 and filed on June 21, 1996) Exhibit 7.03 Baker Option Agreement (incorporated by reference to the joint Statement on Schedule 13D dated May 31, 1996 and filed on June 21, 1996) Exhibit 7.04 Registration Rights Agreement (incorporated by reference to the joint Statement on Schedule 13D dated May 31, 1996 and filed on June 21, 1996) Exhibit 7.05 Joint Filing Agreement, dated June 18, 1996, by and among Baker, RCB and BCI. (incorporated by reference to the joint Statement on Schedule 13D dated May 31, 1996 and filed on June 21, 1996) Exhibit 7.06 Joint Filing Agreement, dated January 23, 1997, by and among Baker, RCB, BCI, Boston Ventures and BancBoston. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. RIVER CITY BROADCASTING, L.P. By: Better Communications, Inc., its general partner January 23, 1997 By: /s/ Barry Baker --------------- --------------- Date Barry Baker President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. BETTER COMMUNICATIONS, INC. January 23, 1997 By: /s/Barry Baker ---------------- -------------- Date Barry Baker President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 23, 1997 /s/Barry Baker ---------------- ------------------ Date BARRY BAKER SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 23, 1997 BANCBOSTON INVESTMENTS INC. ---------------- Date By: /s/Sanford Anstey ----------------- Name: Sanford Anstey Title: Managing Director SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 23, 1997 BOSTON VENTURES LIMITED PARTNERSHIP IV ---------------- By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/Barbara M. Ginader ---------------------- Name: Barbara M. Ginader Title: General Partner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 23, 1997 BOSTON VENTURES LIMITED PARTNERSHIP IVA ---------------- By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/Barbara M. Ginader ------------------------- Name: Barbara M. Ginader Title: General Parrtner SCHEDULE I River City Broadcasting, L.P. ("RCB") is a Delaware limited partnership. Better Communications, Inc. ("BCI") is a Delaware corporation and is the general partner of RCB. The principal businesses of RCB and BCI are television and radio broadcasting. The principal office and business address of RCB and BCI is 1215 Cole Street, St. Louis, Missouri 63106. Barry Baker ("Baker") is the Chief Executive Officer of RCB, the President of BCI and serves as a consultant to Sibnclair Broadcast Group, Inc. "SBG"). His principal office and business address is c/o SBG at 200 W. 41st Street, Baltimore, MD 21211. Baker's present principal occupation is as President of BCI and consultant to SBG. EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- --------------------- --------------------- -------------------- Barry Baker* 2000 W. 41st Street President, Better Chief Executive Officer, Baltimore, MD 21211 Communications, Inc. River City Broadcasting, Consultant, Sinclair L.P. Broadcast Group, Inc. Larry D. Marcus* 34 West Brentmoor Park, Vice President, Secretary and General Partner, Marcus Clayton, MO 63105 Treasurer, Better Investments, L.P. Communications, Inc.
* Also a Director of Better Communications, Inc. SCHEDULE II Better Communications, Inc. ("BCI") is a Delaware corporation. The principal office and business address of BCI is 1215 Cole Street, St. Louis, Missouri 63106. Its principal business is television and radio broadcasting. EXECUTIVE OFFICERS AND DIRECTORS OF BETTER COMMUNICATIONS, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- --------------------- ------------------------ --------------------- Barry Baker* 2000 W. 41st Street President, Better Chief Executive Officer, Baltimore, MD 21211 Communications, Inc. River City Broadcasting, Consultant, Sinclair L.P. Broadcast Group, Inc. Larry D. Marcus* 34 West Brentmoor Park, Vice President, Secretary and General Partner, Marcus Clayton, MO 63105 Treasurer, Better Investments, L.P. Communications, Inc.
* Also a Director of Better Communications, Inc. Barry Baker ("Baker") is the Chief Executive Officer of River City Broadcasting, L.P. and the President of BCI. His principal office and business address is 1215 Cole Street, St. Louis, Missouri 63106. Baker's present principal occupation is as President of BCI. Larry D. Marcus ("Marcus") is the Vice President, Secretary and Treasurer of BCI. His principal office and business address is 34 West Brentmoor Park, Clayton, Missouri 63105. Marcus' present principal occupation is as Vice President, Secretary and Treasurer of BCI. Marcus is also the General Partner of Marcus Investments, L.P. ii Marcus Investments, L.P. is a Missouri limited partnership, of which Marcus is the General Partner. The principal office address of Marcus Investments, L.P. is 34 West Brentmoor Park, Clayton, Missouri 63105. The principal business of Marcus Investments, L.P. is to locate and invest in opportunities to enhance the income of certain trusts that are limited partners of Marcus Investments, L.P. Boston Ventures Limited Partnership IV is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IV is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IV is making investments. Boston Ventures Limited Partnership IVA is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IVA is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IVA is making investments. Boston Ventures Company Limited Partnership IV is controlled by the following five general partners: Richard C. Wallace, William F. Thompson, Martha H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal business address is c/o Boston Ventures Management, Inc., 21 Custom House Street, Boston, MA 02110. Their principal business is as partners of Boston Ventures Company Limited Partnership IV. BancBoston Capital, Inc. is a Massachusetts corporation. The principal office address of BancBoston Capital, Inc. is 100 Federal Street, Boston, MA 02110. The principal business of BancBoston Capital, Inc. is making investments. The ultimate controlling person of BancBoston Capital, Inc. is The Bank of Boston Corporation. iii EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON CAPITAL, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ---------------------- ----------------------- --------------------- Frederick M. Fritz 100 Federal Street President; Director 100 Federal Street 01-32-01 01-32-01 Boston, MA 02110 Boston, MA 02110 (617) 434-2200 (617) 434-2200 (This address is the office (This address is the office address for all executive address for all executive officers set forth herein.) officers set forth herein.) Zackery T. Edmonds Treasurer R. Nelson Griebel Director Paul F. Hogan Director David K. McKown Director
BancBoston Investments, Inc. is a Massachusetts corporation. The principal office address of BancBoston Investments, Inc. is 100 Federal Street, Boston, MA02110. The principal business of BancBoston Investments, Inc. is makinginvestments. The ultimate controlling person of BancBoston Investments, Inc. is The Bank of Boston Corporation. EXECUTIVE OFFICERS AND DIRECTORS OF BANCBOSTON INVESTMENTS, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- --------------------- ----------------------- --------------------- Frederick M. Fritz 100 Federal Street President; Director 100 Federal Street 01-32-01 01-32-01 Boston, MA 02110 Boston, MA 02110 (617) 434-2200 (617) 434-2200 (This address is the office (This address is the address for all executive office address for all officers set forth herein.) executive officers set forth herein.) Zackery T. Edmonds Treasurer Paul F. Hogan Director David K. McKown Director
The Bank of Boston Corporation is a Massachusetts corporation. The principal business address of the Bank of Boston Corporation is 100 Federal Street, Boston, MA 02110. The Bank of Boston Corporation is a bank holding company. iv EXECUTIVE OFFICERS OF THE BANK OF BOSTON CORPORATION Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ---------------------- ---------------------- -------------------- Charles K. Gifford 100 Federal Street Chairman of the Board 01-32-01 of Directors, Chief N/A Boston, MA 02110 Executive Officer and (617) 434-2200 President (This address is the office address for all executive officers set forth herein) Edward A. O'Neal Vice Chairman William J. Shea Vice Chairman, Chief Financial Officer and Treasurer Guilliem Aertsen IV Group Executive, Global Capital Markets Melville E. Blake III Executive Director, Strategic Planning Robert L. Champion, Jr. Executive Director, Corporate Administrative Services Barbara F. Clark Group Executive, Media & Communications Edward P. Collins Group Executive, Asset Based Finance Helen G. Drinan Executive Director, Human Resources Robert E. Gallery Regional Manager, Europe Susan P. Haney Group Executive, The Private Bank v Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ---------------------- ---------------------- -------------------- Paul F. Hogan Executive Vice President, Corporate Relationship Banking Thomas J. Hollister Group Executive, Retail & Small Business Ira A. Jackson Executive Director, External Affairs Michael R. Lezenski Executive Director, Technology and System Services, Chief Technology Officer Mark A. MacLennan Group Executive, Global Financial Services Peter J. Manning Executive Director, Mergers & Acquisitions John L. Mastromarino Executive Director, Risk Management David E. McKown Group Executive, Diversified Finance & Real Estate Henrique de Campos Regional Manager, Meirelles Brazil Joanne E. Nuzzo Executive Director, Banking Operations William H. Ott Group Executive, Consumer Lending Group Richard A. Remis Group Executive, New England Corporate Banking vi Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ---------------------- ---------------------- -------------------- Manuel R. Sacerdote Regional Manager, Southern Cone (Argentina, Uruguay, Chile) Gary A. Spiess General Counsel and Clerk Susannah M. Swihart Group Executive, Chairman's Office Eliot N. Vestner, Jr. Executive Director, Internal Banking Bradford H. Warner Group Executive, Global Treasury
vii DIRECTORS OF THE BANK OF BOSTON CORPORATION Occupation or Principal Business Affiliation Director Business or Residence Address - -------- -------------------------------------------- Wayne A. Budd, Esq. Goodwin, Proctor & Hoar Exchange Place 53 State Street Boston, MA 02109 William F. Connell Chairman & CEO Connell Limited Partnership One International Place - 31st Floor Boston, MA 02110 Gary I. Countryman Chairman & CEO Liberty Mutual Insurance Company 175 Berkeley Street Boston, MA 02117 Alice F. Emerson Senior Fellow Andrew W. Mellon Foundation 140 East 62nd Street New York, NY 10021 Charles K. Gifford President & COO The First National Bank of Boston 100 Federal Street Boston, MA 02110 Thomas J. May Chairman and CEO Boston Edison Company 800 Boylston Street Boston, MA 02199 Ambassador Professor of Diplomacy Donald F. McHenry School of Foreign Service Georgetown University - ICC 301 Washington, DC 20057-1052 viii Occupation or Principal Business Affiliation Director Business or Residence Address - -------- -------------------------------------------- J. Donald Monan, S.J. President Boston College 18 Old Colony Road Chestnut Hill, MA 02167 Paul C. O'Brien President The O'Brien Group One International Place - 30th Floor Boston, MA 02110 John W. Rowe President & CEO New England Electric System 25 Research Drive Westborough, MA 02152 Richard A. Smith Chairman of the Board Harcourt General, Inc. 27 Boylston Street Chestnut Hill, MA 02167 William C. Van Faasen President & CEO Blue Cross and Blue Shield of Massachusetts, Inc. 100 Summer Street - 01-31 Boston, MA 02110 Thomas B. Wheeler President & CEO Massachusetts Mutual Life Insurance Company 1295 State Street Springfield, MA 01111 Alfred M. Zeien Chairman of the Board and CEO The Gillette Company Prudential Tower Building Boston, MA 02199
Pyramid Ventures, Inc. is a Delaware corporation that is an indirect wholly owned subsidiary of Bankers Trust New York Corporation. The principal office address of Pyramid ix Ventures, Inc. is 130 Liberty Street, 25th Floor, New York, New York 10006. The principal business of Pyramid Ventures, Inc. is acting as a small business investment company. EXECUTIVE OFFICERS AND DIRECTORS OF PYRAMID VENTURES, INC. Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ---------------------- ---------------------- -------------------- Joseph T. Wood 130 Liberty Street Bankers Trust Company - Bankers Trust Company President, Director 25th Floor Managing Director of the Private New York, NY 10006 Equity Investing Group Brian Talbot 130 Liberty Street Bankers Trust Company - Vice Bankers Trust Company Treasurer/Secretary, 25th Floor President of the Private Equity Director New York, NY 10006 Investing Group Joseph Manganello, 130 Liberty Street Managing Director & Chief Bankers Trust Company Director 25th Floor Credit Officer - Bankers New York, NY 10006 Trust Company; Executive Vice President and Chief Credit Officer, Bankers Trust New York Corporation
Bankers Trust New York Corporation is a New York corporation. The principal office address of Bankers Trust New York Corporation is 130 Liberty Street, 31st Floor, New York, New York 10006. Bankers Trust New York Corporation is a bank holding company. EXECUTIVE OFFICERS OF BANKERS TRUST NEW YORK CORPORATION Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ---------------------- ---------------------- -------------------- Frank N. Newman 130 Liberty Street Chairman of the Board N/A New York, NY 10006 and Chief Executive (This address is the office Officer and President address for all executive officers set forth herein) George J. Vojta Vice Chairman Mark Beiler Executive Vice President x Name and Address of Corporation or Other Business or Residence Principal Occupation or Organization in Which Name Address Employment Employed - ---- ---------------------- ---------------------- -------------------- Richard H. Daniel Executive Vice President, Chief Financial Officer and Controller Joseph A. Manganello, Executive Vice President Jr. and Chief Credit Officer Melvin A. Yellin Executive Vice President and General Counsel Yves de Balmann* Senior Vice President R. Kelly Doherty Senior Vice President Robert A. Ferguson** Senior Vice President Alexander P. Frick Senior Vice President B. J. Kingdon Senior Vice President Ian Martin** Senior Vice President Rodney A. McLauchlan Senior Vice President Timothy S. Rattray Senior Vice President J. Edward Virtue Senior Vice President Geoffrey M. Fletcher Senior Vice President and Principal Accounting Officer
* French citizen; U.S. citizen. ** Australian citizen. xi DIRECTORS OF BANKERS TRUST NEW YORK CORPORATION --------- -- ------- ----- --- ---- ----------- OCCUPATION OR PRINCIPAL BUSINESS AFFILIATION Director BUSINESS OR RESIDENCE ADDRESS - -------- -------- -- --------- ------- Retired Senior Vice President and Director George B. Beitzel International Business Machines Corporation 29 King Street Chappaqua, NY 10514 Phillip A. Griffiths Chairman Institute for Advanced Study Olden Lane Princeton, NJ 08540 William R. Howell Chairman of the Board J.C. Penney Company, Inc. P. O. Box 10001 Plano, TX 75301-0001 Jon M. Huntsman Chairman and Chief Executive Officer Huntsman Chemical Corporation 500 Huntsman Way Salt Lake City, UT 84111 Vernon E. Jordan, Jr. Senior Partner Akin, Gump, Strauss, Hauer & Feld, L.L.P. 1333 New Hampshire Avenue, N.W. Suite 400 Washington, D.C. 20036 Hamish Maxwell Retired Chairman and Chief Executive Officer Philip Morris Companies, Inc. 100 Park Avenue New York, NY 10017 Frank N. Newman Chairman of the Board and Chief Executive Officer and President Bankers Trust Company and Bankers Trust New York Corporation 130 Liberty Street New York, NY 10006 xii N.J. Nicholas, Jr. Investor 15 West 53rd Street, #34F New York, NY 10019 Russell E. Palmer Chairman and Chief Executive Officer The Palmer Group 3600 Market Street, Suite 530 Philadelphia PA 19104 Patricia Carry Stewart Former Vice President The Edna McConnell Clark Foundation Bankers Trust Company c/o Office of the Secretary 130 Liberty Street New York, NY 10006 George J. Vojta Vice Chairman Bankers Trust Company and Bankers Trust New York Corporation 130 Liberty Street New York, NY 10006 xiii
SCHEDULE III Barry Baker ("Baker") is the Chief Executive Officer of River City Broadcasting, L.P. and President of Better Communications, Inc. ("BCI") and serves as a consultant to SBG. His principal office and business address is 2000 W. 41st Street, Baltimore, MD 21211. Baker's present principal occupation is President of BCI and consultant to SBG. Boston Ventures Limited Partnership IV is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IV is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IV is making investments. Boston Ventures Limited Partnership IVA is a Delaware limited partnership, of which Boston Ventures Company Limited Partnership IV is the General Partner. The principal office address of Boston Ventures Limited Partnership IVA is 21 Custom House Street, Boston, MA 02110. The principal business of Boston Ventures Limited Partnership IVA is making investments. Boston Ventures Company Limited Partnership IV is controlled by the following five general partners: Richard C. Wallace, William F. Thompson, Martha H.W. Crowninshield, Roy F. Coppedge, III and Barbara M. Ginader. Their principal business address is c/o Boston Ventures Management, Inc., 21 Custom House Street, Boston, MA 02110. Their principal business is as partners of Boston Ventures Company Limited Partnership IV. David D. Smith is the President and Chief Executive Officer of Sinclair Broadcast Group, Inc. ("SBG"). His principal office and business address is 2000 West 41st Street, Baltimore, Maryland 21211. Mr. Smith's present principal occupation is as President and Chief Executive Officer of SBG. Frederick G. Smith is a Vice President of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, Maryland 21211. Mr. Smith's present principal occupation is as Vice President of SBG. J. Duncan Smith is Vice President and Secretary of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr. Smith's present principal occupation is as Vice President and Secretary of SBG. Robert E. Smith is Vice President and Treasurer of SBG. His principal office and business address is 2000 West 41st Street, Baltimore, MD 21211. Mr. Smith's present principal occupation is as Vice President and Treasurer of SBG. xiv ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7.01 Voting Agreement Exhibit 7.02 Consent Agreement Exhibit 7.03 Baker Option Agreement Exhibit 7.04 Registration Rights Agreement Exhibit 7.05 Joint Filing Agreement, dated June 18, 1996, by and among Baker, RCB and BCI. EX-7.05 2 JOINT FILING AGREEMENT JOINT FILING AGREEMENT ---------------------- In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.01 per share, of Sinclair Broadcast Group, Inc. and that this Agreement be included as an Exhibit to such joint filing. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 23rd day of January, 1997. RIVER CITY BROADCASTING, L.P. By: Better Communications, Inc., its general partner By: /s/Barry Baker -------------------------- Barry Baker President BETTER COMMUNICATIONS, INC. By: /s/Barry Baker ------------------------- Barry Baker President /s/Barry Baker ------------------------ BARRY BAKER BANCBOSTON INVESTMENTS INC. By: /s/Sanford Anstey ------------------------------ Name: Sanford Anstey Title: Managing Director BOSTON VENTURES LIMITED PARTNERSHIP IV By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/Barbara M. Ginader ------------------------- Name: Barbara M. Ginader Title: General Partner BOSTON VENTURES LIMITED PARTNERSHIP IVA By: Boston Ventures Company Limited Partnership IV, General Partner By: /s/Barbara M. Ginader --------------------------- Name: Barbara M. Ginader Title: General Partner -----END PRIVACY-ENHANCED MESSAGE-----